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Terms and Conditions of the Fame House Services

Last updated on June 27, 2019

These terms and conditions of the Fame House Services (these “Fame House T&Cs”) are entered into between you (“Client”) and Fame House, a division of Fame House, Inc. (“Fame House”). Client and Fame House will collectively be referred to as the “Parties” and each individually as a “Party.” These Fame House T&Cs shall govern the relationship between Client and Fame House, and the Fame House Services (as defined below) provided by Fame House to Client. For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

Part I – GENERAL TERMS AND CONDITIONS

In Sections 1 through 13 below: specific references to Digital Marketing Services and Media Vendors will be inapplicable unless and until the Parties execute a Scope of Work and/or Media Authorization for Digital Marketing Services; and specific references to E-Commerce & Merchandise Production Services will be inapplicable unless and until the Parties execute an E-Commerce & Merchandise Production Scope of Work and/or Merchandise Production Authorization for E-Commerce & Merchandise Production Services.

1 Fame House Services.

Client may agree from time-to-time in writing (including via email) to engage Fame House on a non-exclusive basis (except as otherwise indicated in Section 15 below for E-Commerce & Merchandise Production Services or in a Scope of Work) to perform certain specified digital marketing services (the “Digital Marketing Services”), certain specified electronic commerce and merchandise production services (the “E-Commerce & Merchandise Production Services”) and certain specified Membership Program services (the “Membership Program Services”), as outlined in a description of services (“Scope of Work”) email, or Authorization (as defined below). Collectively, the E-Commerce & Merchandise Production Services, Digital Marketing Services and the Membership Program Services are referred to herein as “Fame House Services”. Additionally, Client and Fame House may enter into an authorization for media services (“Media Authorization”) or an authorization for merchandise production (“Merchandise Production Authorization”), or an authorization for other costs, expenses, or services (collectively, “Authorizations”). Such Authorizations shall be governed by these Fame House T&Cs. In the event of any conflict between these Fame House T&Cs and a Scope of Work hereunder, the terms and conditions of these Fame House T&Cs will govern and take precedence over such conflicting provision, except where a Scope of Work expressly states that it is to take precedence over a particular provision of these Fame House T&Cs, in which case such Scope of Work provision will govern and take precedence solely with respect to such Scope of Work.

From and after the Effective Date, all references in any applicable Scope(s) of Work to “E-Commerce T&Cs,” “FH Marketing T&Cs,” (collectively, the “Former T&Cs”) or words of like import referring to the Former T&Cs, shall be deemed to be references to these Fame House T&Cs together with any updates pursuant to Section 13.12 below.

2 Payment Requirements

2.1 Fees For Fame House Services.

Fees for the Fame House Services shall be set forth in the applicable Scope of Work.

2.2 Payment Schedule for Fame House Services.

Fees for the Fame House Services shall be invoiced by Fame House on a monthly basis and all payments are due within thirty (30) days of the date of the invoice. Client will inform Fame House of any disputes with or errors in, any invoice within ten (10) days of the date of such invoice. All payments will be made in USD via check, wire transfer, or ACH to Fame House unless otherwise mutually agreed upon by the Parties. Invoiced amounts remaining unpaid after payment is due will accrue interest at a rate equal to the lesser of: (i) one percent (1%) per month; or (ii) the highest rate allowed by law. Fame House’s acceptance of any partial payment of an invoice will not waive its rights as to remaining balances, nor in any way constitute accord and satisfaction. Fame House is entitled to any reimbursable expenses associated with the collection of overdue amounts owed by Client. Client will pay all applicable federal, state and local sales, use, value added, excise, duty and any other taxes of any nature assessed on the Fame House Services, except for taxes based on Fame House’s revenue or income.

2.3 Payment Schedule and Fees for Media Purchases.

In the event that Fame House is engaged to perform media buying services (as further described in Section 14 below), Fees for media purchases shall be invoiced and paid as set forth in the Scope of Work or a Media Authorization form to be mutually agreed upon in writing by the Parties.

2.4 Expenses.

As needed and upon Client’s prior approval, Fame House will invoice Client for authorized expenses on a monthly basis in accordance with the provisions of 2.2 above, including, but not limited to production costs, merchandise sampling, shipping, freight travel, lodging and related expenses, and costs for hiring a third party vendor on Client’s behalf  incurred in connection with each Scope of Work and any other capital expenses as set forth in the applicable Statement of Work (“Expenses”). Fame House reserves the right to include an administration fee for any such costs and Expenses of no more than 25% of the Expense.

2.5 Payments to Third Parties

Fame House will only disperse payments for any such applicable third party service costs following complete payment of such costs by Client to Fame House and Client will be solely liable for all such third party costs, and in the event of Client’s non-payment of the same, shall indemnify Fame House against any and all claims brought therefrom. Client acknowledges and agrees that it is essential that Fame House receive payments from Client in time for Fame House to meet its obligations to third parties, and Client agrees that if Fame House fails to receive timely payment from Client for any services provided by such third parties, Fame House shall have the right to discontinue, cancel, and/or suspend any such services, and in the case of production services, cancel production, as the case may be and Client shall have no claim against Fame House for any such actions by Fame House, and  further, Client shall be solely liable for, and indemnify Fame House against, any such claims by such third party service providers arising from such Fame House actions.

3 Term & Termination

3.1 Term.

These Fame House T&Cs will remain in effect from the Effective Date (as defined in the applicable Scope of Work) until it is terminated by either Party as provided below. The term of each Scope of Work will be as set forth in each such Scope of Work (the “Term”). In the event that Fame House continues to provide services and Client continues to pay fees for services rendered following the expiration date of the applicable Scope of Work, the Parties agree that the services shall continue to be subject to these Fame House T&Cs.

3.2 Termination – Uncured Breach.

If either Party is in material breach of any obligations under these Fame House T&Cs or any Scope of Work, except for Client’s failure to pay, which shall be governed by Section 3.5 below, the non-breaching Party may give written notice of the breach to the breaching Party. If the breaching Party fails to cure the material breach (if curable) set forth in the notice within thirty (30) days after its receipt of the notice (the “Cure Period”), the non-breaching Party will have the right to terminate these Fame House T&Cs and/or the applicable Scope of Work effective as of the end of the Cure Period. Termination of these Fame House T&Cs will serve to terminate all non-completed Scopes of Work. Expiration or termination of these Fame House T&Cs or any Scope of Work will not relieve either Party of any obligations that accrued prior to expiration or termination.

3.3 Termination – Credit Reasons. Either Party may terminate these Fame House T&Cs immediately by written notice if the other Party (a) ceases doing business as a going concern or makes an assignment for the benefit of creditors; (b) is unable to pay its debts as they become due; or (c) files a voluntary, or has filed against it, an involuntary, petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import; or (d) acquiesces to, or fails to have dismissed, within fifteen (15) days, any involuntary petition filed against it pursuant to such bankruptcy laws; or (e) has a receiver, manager, administrative receiver or administrator appointed in respect of it. In addition, if Fame House reasonably determines that Client’s financial condition materially deteriorates after the Effective Date or Client’s credit becomes impaired, Fame House may suspend performance under these Fame House T&Cs and any Scope of Work until Client provides reasonable security to Fame House; if such security is not provided to Fame House within fifteen (15) days of the request, Fame House may terminate these Fame House T&Cs and any Scope of Work entered into hereunder immediately upon written notice to Client.

3.4 Termination – Without Cause.

Unless otherwise agreed to in writing, either Party may terminate these Fame House T&Cs following the completion of the applicable Scope of Work and the Term specified therein, by giving ninety (90) days’ written notice prior to the expiration of the Term (the “Notice Period”) to the other Party. Fame House retains the right to terminate these Fame House T&Cs or any Scope(s) of Work in whole or in part for any reason whatsoever upon notice to Client. All of the rights and obligations of each Party shall remain in effect during any Notice Period up to the effective date of termination, including Client’s obligation to pay and Fame House’s right to receive all Fees and reimbursement of Expenses incurred during the Notice Period. During any such Notice Period, Fame House shall provide such reasonable termination assistance as may be reasonably requested by Client to facilitate the orderly transfer of services to Client or its designee.

A termination without cause pursuant to this Section 3.4 shall not trigger the provisions of Section 3.6 (Early Termination Fee).

3.5 Termination/Suspension – Failure to Pay:

Should Client fail to make payments to Fame House in accordance with these Fame House T&Cs or any Scope of Work for a period of sixty (60) days subsequent to receipt of any invoice, such failure shall be considered a material breach of these Fame House T&Cs and constitute reason for immediate termination of Fame House T&Cs and/or any Scope of Work or for suspension of performance of the Fame House Services, at Fame House’s option upon written notice. In the event of a suspension of Fame House Services or termination of these Fame House T&Cs or a Scope of Work pursuant to this provision, Fame House shall have no liability to Client for delay or damages suffered by the Client resulting from such suspension of Fame House Services or termination. Before resuming the Fame House Services, Fame House shall be paid all sums due prior to the date of the suspension and any expenses incurred resulting from the interruption and resumption of the Fame House Services. Fame House’s Fees for the remaining Fame House Services and delivery estimates shall be adjusted accordingly.

3.6 – Early Termination Fee

Should (i) a breach by Client of any covenant or condition herein (including a breach of exclusivity for E-Commerce & Merchandise Production Services as described in Section 15) occur under these Fame House T&Cs or under any Scope of Work or (ii) should Client terminate these Fame House T&Cs without cause prior to the expiration of a Scope of Work, an early termination fee (to be reasonably determined by Fame House at the time of early termination) in addition to all other amounts payable under these Fame House T&Cs or any then active Scope(s) of Work shall become due and payable to Fame House without any further action or notice, subject to the offset of any Monies Payable to Client (as defined below).

4 Name & Image Rights License

During the Term of these Fame House T&Cs, Client hereby grants Fame House a non-exclusive, worldwide license to use Client’s name, image, likeness, Client Marks (as defined below) and Client Materials (as defined in Section 6.1 below) (collectively, the “Image Rights”) for any purpose in connection with the performance of the Fame House Services.

5 Intellectual Property, Work Product, and Ownership

5.1 Rights in Work Product.

Subject to Sections 5.2-5.4 below, and unless otherwise agreed to in writing, all content and other materials that are developed, prepared, or created by Fame House and delivered to Client in finished form pursuant to a Scope of Work entered into under these Fame House T&Cs (the “Work Product”) are works made for hire and are the sole and exclusive property of Client. Subject to payment of all amounts owing to Fame House, Fame House hereby assigns to Client all rights in the Work Product, excluding the Fame House IP (as defined below) or any Third Party Materials (as defined below), and will, at Client’s expense, execute documents necessary to evidence Client’s rights in such Work Product. Clients’ approval of such Work Product shall be a warrant and representation by the Client, that Client has the necessary rights to sell, market, exploit and utilize such Work Product. Creative ideas and materials presented to Client, but not ultimately produced in final form by Fame House shall remain the sole property of Fame House, and Fame House shall retain all intellectual property rights in and to such creative ideas and materials, including, without limitation, copyright.

5.2 Retained License.

Notwithstanding Section 5.1 above, Fame House will retain a non-exclusive, world-wide, fully paid, royalty-free, irrevocable, perpetual right and license to use, reproduce and sublicense re-usable software programs (and routines, architectures, utilities, subsets, objects, plugins, codes, licenses, processes, program listings, tools, models, methodologies, analysis frameworks, outlines, templates, frameworks, components, applications, practices, source code and specifications related to any of the foregoing) that may be created or utilized by Fame House in connection with rendering the Fame House Services, but excluding the specific consumer-facing design, specific to the Client, of any Work Product.

5.3 Fame House Materials.

As between the Parties, all materials and intellectual property developed independently by Fame House, including any licenses, codes, templates, plugins, processes, platforms, designs and know-how used as tools to provide the Fame House Services under these Fame House T&Cs that are of general applicability to Fame House’s business, or developed other than exclusively as part of the Fame House Services for the Client (collectively, the “Fame House IP”), and any update thereto will remain the sole and exclusive property of Fame House. Subject to payment of all amounts owing to Fame House hereunder, Fame House hereby grants Client a non-exclusive, non-transferable, worldwide, royalty-free license to use the Fame House IP as incorporated into or utilized by the Work Product during the Term. Client will not modify, remove or obscure any notices on or in the Fame House IP. Fame House reserves all rights in Fame House IP that are not expressly licensed to Client hereunder. Client may not use, distribute, or modify the Fame House IP, and shall not commercially exploit the Fame House IP. In furtherance of and not in limitation of the foregoing or any other provision under these Fame House T&Cs, Client shall not permit any third party to have access to or use of Fame House IP except for the purpose of providing services to Client for Client’s sole benefit, and provided that Client binds such third party to confidentiality obligations that are materially similar to those set forth herein.

5.4 Third Party Materials.

It is understood that Fame House may use third party software, platforms, source code, goods or services (“Third Party Materials”) as part of the provision of the Fame House Services and development of the Work Product. Any Third Party Materials and intellectual property owned by third parties and provided to Client will remain the sole and exclusive property of such third parties and subject to applicable license terms (if any). Third Party Materials may include, among other things, server software, database software, open source software (unless otherwise specified in a Scope of Work), fan curated content, images of persons, places or objects, merchandise samples and packaging materials. Upon approval by the Client for the use of such Third Party Materials, the Client shall take responsibility for the intellectual property rights and risks associated with such Third Party Materials.

6 Client Obligations

6.1 Client Materials.

Client Materials” shall mean any information, data, content or materials provided to Fame House by Client or by any third party at the direction of Client for use in connection with the Work Product, including without limitation (a) text, images, video or any other form of content (including Client Marks, as described below, and Image Rights), and (b) terms and conditions, privacy policies and other user guidelines. To the extent the Fame House Services include social media services, “Client Materials” shall also include (c) User Content (as defined below), and (d) any statements or communications published or disseminated via social media services by Client, Fame House, or representatives of either Party at the direction of or pursuant to the approval of Client. All Client Materials will be provided on a timely basis and with the necessary rights for the intended use. As between Fame House and Client, Client owns all right, title and interest in and to the Client Materials. For the purposes of these Fame House T&Cs, “User Content” shall mean any information, data, assets, code, content, images, video or materials in any format that is provided, uploaded or otherwise published to or disseminated via third party social media platforms by any third party in connection with social media services provided by Fame House.

6.2 Legal Review. Client is responsible for the accuracy, completeness and propriety of information concerning itself, products, services and industry, which Client approves or furnishes to Fame House. Client is responsible for its final decision to use any Work Product and is solely responsible for ensuring that all representations and descriptions comply with all legal and regulatory requirements, directives and guidelines unless otherwise agreed to in writing. Except as otherwise provided in the applicable Scope of Work, to the extent that the Fame House Services involve (a) contests, sweepstakes or promotions (collectively “Contests”), (b) Fame House providing terms of use, Membership Program terms, data and/or privacy policies or similar documents to client (“Site Policies”) or (c) use of Third Party Materials, Client is solely responsible for all legal review associated with the Contests, Site Policies and Third Party Materials.

6.3 Trademark Review. With respect to any trademarks, service marks, trade names, logos or slogans that Client directs, instructs or authorizes Fame House to use in the Work Product (“Client Marks”), Client is solely responsible for the enforcement of such Client Marks, including trademark search and clearance activities, and policing and protecting against third party infringement of the Client Marks. For the avoidance of doubt, Fame House will not be responsible for enforcing Client Marks, and as such, upon delivery of any such Work Product to Client, shall not be liable for any third party infringement and/or misappropriation of Client Marks by any third party.

6.4 Cooperation. Client acknowledges that Fame House’s performance of the Fame House Services and delivery of Work Product depends upon Client fulfilling its responsibilities in a timely and sufficient manner. Client’s failure to perform its responsibilities in accordance with these Fame House T&Cs and the applicable Scope of Work could negatively impact the schedule and scope.

6.5 Third Party Services – Integration.

To the extent that the Work Product is integrated with any hardware, software, infrastructure or other services including social media services (e.g., Facebook, Twitter, Instagram, Tumblr, SnapChat, YouTube etc.) related to the Fame House Services  that will or may be provided by any third party (i) subcontractors, (ii) advisors, or (iii) providers (“Third Party Services”), as between Client and Fame House, Client is solely responsible for ensuring that its use of the Work Product is in compliance with any applicable terms and conditions, guidelines, and privacy policies of such third party services. Fame House may advise the Client of its understanding of applicable terms and conditions of such Third Party Services, but is not liable for Client’s actions or non-actions specific to such services, terms, conditions, or policies.

7 Representations and Warranties; Indemnification

7.1 Client Representations and Warranties.

Client represents and warrants that:

7.1.1 No act or omission by Client hereunder will violate any right or interest of any person;

7.1.2 It has the legal right to use, perform, display and exploit all Client Materials for use in conjunction with the Fame House Services contemplated under the applicable Scope of Work during the Term hereof;

7.1.3 Client Materials will not infringe upon the copyright or other intellectual property rights or privacy rights of any person;

7.1.4 It will use the Work Product in accordance with the terms hereof, all applicable laws, rules and regulations and Client’s privacy policy; 7.1.5 It will at all times during the Term (a) maintain a privacy policy and terms of use, and if applicable, Membership Program terms, on any Client Web Properties (as defined in Section 12 below) that are consistent with industry best practices (as determined by reference to the practices of other consumer-oriented websites and the promulgations of applicable industry standards bodies), (b) make such policy and terms of use easily accessible to visitors to the Client Web Properties, and (c) comply with such policy and terms of use. To the extent that the Fame House Services are made available on any mobile or tablet device or platform, Client will make such privacy policy available on any such device or platform and will provide transparent “just in time” notifications of any data collection from users.

7.1.6 Any Client Materials that contain autographs (“Signed Product”) will be Authentic. As used herein, “Authentic” shall mean that the Signed Product(s) contain a handwritten signature in marker or ink signed by the artist, Client, or signatory name listed in an Authorization (as applicable to the Signed Product); and

7.1.7 Any Client Materials and/or Merchandise supplied by Client intended for children will comply with all applicable laws and regulations, including but not limited to the Consumer Product Safety Act and the Consumer Product Safety Improvements Act, and Client will provide Fame House with all documents, reports and/or certifications reasonably requested by Fame House to evidence the foregoing.

7.2 Fame House Representations and Warranties.

Fame House represents and warrants that:

7.2.1 It will provide the Fame House Services in a commercially reasonable manner (as determined by reference to the practices of other by similarly situated companies); and

7.2.2 The Fame House Services will substantially meet the specifications set forth in an applicable Scope of Work in all material respects.

7.3 Mutual Representations and Warranties.

Each Party represents and warrants that: (i) it has the right to enter into and fully perform these Fame House T&Cs and each Scope of Work; and (ii) as of the Effective Date of these Fame House T&Cs, there is no outstanding contract, commitment or agreement to which it is a Party that conflicts with these Fame House T&Cs.

7.4 Limitations on Warranty

The representations and warranties set forth in these Fame House T&Cs by Fame House are in lieu of all other representations and warranties, express or implied, including, but not limited to, any implied warranties of merchantability, and fitness for a particular purpose.

7.5 Warranty Remedy

In the event that Fame House breaches the warranties set forth above in Section 7.2, Client will provide a written notice of non-conformity specifying why and how the Fame House Services do not meet the specifications. Upon receipt of a notice of non-conformity from Client, Fame House will promptly and at no expense to Client, (i) take such steps as are necessary to remedy the error or deficiency to ensure that the Fame House Services conform to the specifications set from the in applicable Scope of Work; and (ii) provide to Client a written notice of remedy.

This is the exclusive remedy for a direct claim for breach of Fame House’s warranties under these Fame House T&Cs.

8 Indemnification

8.1 Client Parties.

Fame House will indemnify, defend and hold harmless Client and its affiliates, officers, directors, employees and agents (collectively, “Client Parties”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees) from third party claims that arise out of or relate to (a) a claim that the Work Product, knowingly violate the copyright, trademark or right of privacy or publicity rights of that third party under the laws of the United States, or (b) Fame House’s breach of its representations or warranties under these  Fame House T&Cs resulting in a third party claim. Fame House will not be obligated to pay any sums due pursuant to the foregoing indemnity until such time as the claim to which it relates is resolved either by entry of a final judgment (prior to any appeals) or settled with Fame House’s consent. Upon resolution of a claim, Fame House shall immediately reimburse Client on demand for all unreimbursed sums (including without limitation, reasonable third party attorneys’ fees, court costs and direct expenses) expended in defending or resolving the claim. The foregoing will not apply (i) where Fame House relied upon Client Materials or information, data or other materials provided or selected by Client and included such materials in the Work Product; (ii) where Client, despite being advised of the risk of a violation, specifically authorized Fame House to proceed with the action giving rise to such a violation; (iii) where Client or its designees, licensees, distributors, franchisees or affiliates damaged, misused or modified the Work Product; or (iv) where the claim requiring indemnification arose from Client’s performance of (or failure to perform) its obligations under these  Fame House T&Cs, including without limitation its legal and trademark review obligations or its obligation to pay for approved Third Party Materials.

8.2 Fame House Parties.

Client will indemnify, defend and hold harmless Fame House and its parent, subsidiaries, affiliates, officers, directors, employees, independent professional associates and agents (collectively, “Fame House Parties”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees) from third party claims that arise out of or relate to (a) the Client Materials’ infringement or violation of any third party’s intellectual property or proprietary rights; (b) Client’s acts or omissions described in Section 7, (c) Client’s breach of its representations or warranties under these  Fame House T&Cs; (d) death, personal injury, or product  claims or actions arising from use of Client’s Merchandise, products or services; (e) Client’s union obligations; or (f) claims that any Client Materials (i) infringe or violates any third party rights or applicable laws; (ii) constitutes defamation, libel, slander or damages the commercial interests or reputation of any third party; (iii) is invasive of or violates any privacy or publicity rights of any third party; (iv) constitutes hate speech or encourages conduct that would constitute a criminal offense; (v) is obscene or indecent; or (vi) is false or misleading. For avoidance of any doubt, Fame House shall not be liable for any actions brought by third parties relevant to Fame House’s work for the Client prior to the execution of these Fame House T&Cs, or for the actions of any third party for the performance of the  Fame House Services hereunder, including, but not limited to, companies performing marketing, advertising, management, public relations, record label, rights holder, social media, website, digital, or technology services on behalf of Client.

9 Limitation of Liability

To the fullest extent permitted by law, the total liability in the aggregate, of Fame House parties to the Client and anyone claiming by, through, or under the Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to the Fame House Services or these Fame House T&Cs, from any cause or causes whatsoever including, without limitation, the negligence, errors, omissions, breach of contract, misrepresentation, or breach of warranty of Fame House Parties shall not exceed the total amount of professional fees paid to Fame House in connection with the Fame House Services pursuant to the terms of these Fame House T&Cs. In no event shall Fame House be responsible under these Fame House T&Cs or any other agreements for consequential, indirect, punitive or liquidated damages.

10 Confidentiality

10.1 In the course of performance of these Fame House T&Cs, the parties may find it necessary to disclose certain confidential information (“Information”) to each other. In such an event, the following terms shall apply: (a) each Party will treat the Information received from the other (the “Receiving Party”) as confidential and use the same degree of care as the Receiving Party would employ in the protection of its own similar confidential information; (b) the Receiving Party will only use the Information in connection with its performance of services and obligations under these Fame House T&Cs, and shall disclose Information only to employees who have a need to know, unless authorized in writing by the Party disclosing the Information (the “Disclosing Party”); and (c) Information shall not be subject to these terms if: (i) it is in the public domain at the time of disclosure, or enters the public domain without breach of these terms; (ii) it is known to the Receiving Party prior to the disclosure, or is independently developed by the Receiving Party; (iii) it is obtained by the Receiving Party in good faith from a third party not under obligation of secrecy to the Disclosing Party; or (iv) it is the subject of a court or government agency order to disclose, however, in such a case, the Receiving Party shall give the Disclosing Party prompt notice of such order. The parties acknowledge that any breach of this provision during the Term may result in the immediate termination of Fame House Services under these Fame House T&Cs.

10.2 The Receiving Party acknowledges that disclosure or use of the other Party’s Information in violation of this section could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy. Each Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Section 10 by the other Party, without posting bond or by posting bond at the lowest amount required by law.

11 Relationship of the Parties

Client acknowledges that Fame House may serve as an agent for Client if requested to purchase third party services and materials, including, but not limited to media, on its behalf, unless otherwise agreed in writing.

Notwithstanding the foregoing, these Fame House T&Cs shall not be construed to create a partnership between Fame House and Client. Except in the instances whereby Fame House may be requested by Client to serve as agent for a disclosed principle in performing the Fame House Services, it is specifically understood that Fame House is acting hereunder as an independent contractor and Fame House may appoint or engage other persons, firms and legal entities to perform services that Fame House has agreed to perform hereunder.

12 Data Marketing and Conversion Tracking.

Client shall be solely responsible for installing any/all pixels and/or tracking code (collectively, “Pixel(s)”) on the Client’s website, webstore, and/or any other web properties (the “Client Web Properties”) for the purposes of ad conversion tracking unless explicitly agreed otherwise in writing between the parties.  Fame House does not represent or warrant to the accuracy of any Fame House-delivered reports with respect to either: (i) ad performance tied to return on revenue; or (2) sales conversion tracking. Furthermore, Fame House shall not be responsible and/or liable to Client for any such improperly reported sales data to the extent that: (i) Client (or an unaffiliated third party on behalf of Client) alters any such Pixel-containing Client Web Property without Fame House’s knowledge and/or assistance; or (ii) a third-party vendor misreports Client sales data to Fame House, in which case such vendor shall be held liable for such acts.

Client acknowledges that return on revenue standards, attribution windows, cost per impression(s), cost per click(s), and other tracking methods differ by platform, and may be based on varying formulas for tracking conversion, and returns on ad spends.  Fame House reports data as provided by third party ad platforms, including but not limited to social media sites and third party websites and apps.  Fame House may use a reporting technology to deliver such reporting.  Unless otherwise specifically stated, Fame House delivers information as delivered by such third parties, and Fame House is not liable for differentiations in such tracking methods.  Fame House reserves the right to manage such ad campaigns based on their knowledge of what will perform best for the Client.

13 General Provisions

13.1 Publicity.

Client agrees that Fame House may use with prior permission – and for no fee, Client’s name and any Work Product created during the Term (including Work Product that may include Client’s Image Rights) for archival or historical use or self-promotion or display in media without geographic or time limitations. In addition, Fame House may identify Client as a client (or former client) of Fame House for promotional purposes and may use Client’s Image Rights and/or the Client Marks in connection therewith.

13.2 Non-Solicit.

Client shall not hire, engage or retain to provide services, directly or indirectly, or solicit the employment of any Fame House personnel, during the term of any Scope of Work and for one (1) year thereafter, unless Client first obtains Fame House’s prior written consent.

13.3 Controlling Law.

These Fame House T&Cs shall be deemed to have been executed in and shall be construed in accordance with the laws of the State of California (without giving effect to any conflict of laws principles under California law). If any provision hereof shall for any reason be illegal or unenforceable, such unenforceability shall not affect the validity of the remaining portions and provisions hereof. If any provision of these Fame House T&Cs is, for any reason, deemed to be invalid, illegal or unenforceable, Client agrees that Fame House shall nevertheless be entitled to the reasonable value of the Fame House Services and shall be entitled to retain all compensation paid to Fame House hereunder as the reasonable value of the Fame House Services.

13.4 Severability.

If any term or provision of these Fame House T&Cs or a Scope of Work is determined by a court of competent jurisdiction to be illegal or otherwise unenforceable, such term or provision will not affect the other terms or provisions of these Fame House T&Cs or Scope of Work, but such term or provision will be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreement of the parties.

13.5 Waiver.

No waiver or breach of these Fame House T&Cs shall be construed as a continuing waiver or consent to any subsequent breach hereof.

13.6 Assignment.

Neither these Fame House T&Cs nor any right or obligation hereunder shall be assigned or delegated, in whole or part, by either Party without the prior express written consent of the other which shall not be unreasonably withheld and for which no additional consideration shall be necessary; provided, however, that either Party may, without the written consent of the other, assign these Fame House T&Cs and its rights and delegate its obligations hereunder to an affiliate or subsidiary, to a purchaser of all or substantially all of the assets of such Party, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under these Fame House T&Cs. Any purported assignment in violation of this section shall be void and of no effect.

13.7 Force Majeure.

Except with regard to payments due to Fame House, any delay or failure in the performance by either Party will not be considered a breach of this agreement if such delay or failure is due to labor dispute, fire, earthquake, flood or any other circumstances beyond its reasonable control (a “Force Majeure Event”); provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the Party claiming delay or failure under this section to the other Party as soon as possible after the event occurrence (but in no event more than five (5) business days after a Force Majeure Event begins). In the event any such delay continues for a period of thirty (30) or more consecutive days, then either Party may terminate these Fame House T&Cs upon five (5) business days’ notice, provided Client shall remain responsible for payments due to Company prior to termination.

13.8 Headings.

The headings or titles in these Fame House T&Cs are for the purposes of reference only and shall not affect the interpretation of these Fame House T&Cs.

13.9 Survival.

The provisions of these Fame House T&Cs, the performance of which by either or both Parties, that by their nature and content, are intended to survive, will survive the completion, expiration, termination or cancellation of these Fame House T&Cs.

13.10 Notice.

All notices required under these Fame House T&Cs to Client will be to the address provided by Client on the Scope of Work.

All non-legal notices to Fame House shall be addressed to:

Fame House, a division of Fame House, Inc.
123 Chestnut Street, 3rd Floor
Philadelphia, PA 19106
Email: info@famehouse.net

All legal notices to Fame House must be addressed to:

Fame House, a division of Fame House, Inc.
General Counsel, EVP of Business & Legal Affairs
2220 Colorado Avenue
Santa Monica, California 90404
Email: legalnotices@umusic.com

To be effective, all notices must be in writing, addressed to the proper party specified above and must be sent by: (a) personal delivery, (b) registered or certified mail (return receipt requested), or (c) receipted courier services; in each case, with a copy sent by email to legalnotices@umusic.com. Facsimile and email transmissions will not constitute valid notices hereunder, whether or not actually received. Notices will be deemed given when personally delivered, deposited with the courier service or mailed, all charges prepaid, except that notices of change of address will be effective only after actual receipt.

13.11 Integration.

These Fame House T&Cs together with any exhibits and mutually agreed upon Scope(s) of Work, and/or Authorizations constitute the entire understanding and agreement between Fame House and Client with respect to the Fame House Services, and supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between Fame House and Client concerning the Fame House Services. Terms contained in any preprinted forms of Client, or other documentation or electronic procurement system, including without limitation terms contained in any purchase order, invoice, written or electronic communication or correspondence, or click-wrap/click-through agreement, are null and void and without effect. Neither Party is relying on any representation, warranty, assurance or inducement not expressly set forth herein.

13.12 Updates to these Fame House T&Cs.

Fame House shall have the right modify and/or update these Fame House T&Cs from time to time. Updates to these Fame House T&Cs will be reflected by the insertion of a revised ‘Last Updated’ date stamp. Client’s continued use of the Fame House Services beyond the ‘Last Updated’ date stamp shall be deemed to be Client’s consent to continue to be bound by these influencer Terms, as updated.

13.13 Compliance with Laws

Fame House and Client will comply with all applicable laws, rules, regulations, ordinances, governmental restrictions, orders, judgments, or decrees which are relevant to its performance hereunder.

13.14 Membership Program Services

If the Parties enter into a Scope of Work for Membership Program Services, such Membership Program Services may also include Digital Marketing Services and/or E-Commerce Services. In such event, Part II and Part III below shall also apply to the Membership Program Services, regardless of whether Client has executed a Scope of Work or Authorization specifically for Digital Marketing Services or E-Commerce Services. In addition, the exclusivity provisions contained in Section 15.1 shall apply to Client’s Membership Program Platform (as defined in the applicable Scope of Work for Membership Program Services), regardless of whether Client engages Fame House for E-Commerce Services.

Part II – DIGITAL MARKETING SERVICES TERMS & CONDITIONS

Section 14 below applies only if the parties execute a Scope of Work for Digital Marketing Services or a Media Authorization.

14 Media Buying Services

14.1 Media Buying Services. 

14.1.1 Fame House shall provide the media buying services to Client from media vendors (“Media Vendors”) based on media plans and specifications (i) developed by Fame House and approved by Client, or (ii) provided in writing by Client to Fame House.

14.1.2 Campaign assets. For all paid media campaigns, Client must deliver all necessary campaign assets no later than forty-eight (48) hours in advance of the campaign’s launch date. Client understands and agrees that failure to do so may delay the campaign’s launch.

14.2 Authorization for Media Purchases. 

Each media purchase by Fame House must have prior authorization from Client. Fame House may not contractually commit to purchase media on behalf of Client unless it has received authorization from Client or its designee. The media purchases are also subject to the terms of the Fame House Media Attribution Policy found at https://famehouse.net/media-attribution-policy/ (password: fh).

14.3 Cancellations and Alterations.

14.3.1 Fame House shall use commercially reasonable efforts to preserve Client’s right to cancel and/or reassign media purchases not yet utilized or placed by Fame House. Client shall have the right to cancel or reassign media purchases if such cancellation/reassignment is permitted under the relevant agreement/insertion order between Fame House and the Media Vendor, and if the execution of the campaign specific to the Media has not yet taken place. In the event that cancellation and/or reassignment is sought by Client in a circumstance where the relevant agreement/insertion order does not permit the cancellation/reassignment, Client may request that Fame House engage in good faith negotiations with the Media Vendor to cancel the agreement/insertion order. Any extraordinary costs, expenses or fees resulting from such cancellations shall be the sole responsibility of Client.

14.3.2 Client may also request that Fame House modify media buys or other services rendered by Fame House. All costs, expenses and fees associated with such modifications shall be the sole responsibility of Client. Fame House shall use commercially reasonable efforts to act on Client’s request promptly so as to minimize the expense to Client.

14.4 Media Charges. 

Client shall be solely responsible for paying to Fame House the costs incurred for all space, time, materials and services purchased or performed for Client at the rates charged by or negotiated with the Media Vendors.

14.5 Invoices.

14.5.1 Media buy costs, including commissions, will be invoiced upon placement of the media buy. Terms of payment will depend upon the size of the media purchase and the third party vendor and may range from payable upon Authorization to net 30. Fame House reserves the right to cancel media ordered on behalf of Client in the event that Client’s payment is not received by Fame House as provided for herein.

14.5.2 In all instances, it is understood that Fame House is not expected to advance any funds to Media Vendors on behalf of Client and that Fame House will have no obligation to make payment to any Media Vendor unless and until Client has remitted to Fame House the full amount due to a Media Vendor.

14.6 Influencers.

14.6.1 The following will only apply if Fame House engages individuals to execute posts on social media channels (“Influencer Posts”) on behalf of Client pursuant to a Scope of Work for Digital Marketing Services. The Influencer Posts are subject to the terms of the Fame House Influencer Terms and Conditions found at https://famehouse.net/influencer-terms/ (password: fh).

Part III – E-COMMERCE & MERCHANDISE PRODUCTION SERVICES TERMS & CONDITIONS

Sections 15 through 20 below apply only if the parties execute a Scope of Work for E-Commerce & Merchandise Production Services or a Merchandise Production Authorization.

EXCLUSIVITY & RIGHT OF FIRST REFUSAL

15.1 Exclusivity.

Client hereby appoints Fame House as its exclusive Online (as defined below) merchandise sales partner during the Term. During the Term, Client shall not, individually or as part of a group, permit any person or entity, other than Fame House, to sell Merchandise (as defined below) via Online. For the avoidance of doubt, Fame House shall not have any rights or exclusivity relating to Client’s physical retail or “brick and mortar” merchandise sales or distribution.

For purposes of this these Fame House T&Cs:

“Online” shall be defined as (i) any and all social media accounts and digital channels owned and/or operated by Client or under Client’s common name, as well as (ii) any site or page located on the internet where a consumer accesses a marketplace through a web browser, for purposes of the sale of Merchandise (as defined below).

“Merchandise” shall be defined as any and all types of physical forms of products for sale or distribution embodying the Image Rights and shall include but not be limited to the list of Merchandise provided in Scope of Work and may also include digital, non-physical content sold via Client’s e-commerce store or Membership Program Platform.  All Merchandise purchased by Client through Fame House is owned by Client and Client shall have all responsibility over such Merchandise, including unsold stock as provided in 20.2 below.

15.2 Right of First Refusal.

Fame House shall have, during the Term, the continuing right of first refusal with respect to the sale of Client’s Merchandise Online.

16 CREATION OF DESIGNS; CONSULTATION & APPROVALS; CEASED PRODUCTION

16.1 Designs.

Fame House shall create, or cause to be created, Designs hereunder. “Designs” shall mean a print- or production-ready graphic design or artwork (or related elements), of or pertaining to the Image Rights. All costs associated with creating, acquiring, licensing, or originating photographs, artwork, graphic design, samples, color transparencies, or color separations for the purposes of merchandising shall be referred to as “Origination Fees”. All Origination Fees incurred by Fame House shall be deemed to be an expense to Client that shall be recoupable from any monies otherwise payable to Client hereunder.

16.2 Consultation & Approvals.

16.2.1 Client shall have approval on all creative matters, item types and Designs with respect to Merchandise, hereunder. Client acknowledges that the item types of Merchandise set forth in the Scope of Work are deemed approved.

16.2.2 Fame House shall comply with all reasonable directions from Client regarding the affixation of copyright and trademark notices and shall cooperate with Client in the protection of Client Marks (as defined above). Fame House’s inadvertent failure to comply with any of Fame House’s obligations pursuant to this Section 16 shall not constitute a breach hereof and Fame House shall cure within a commercially reasonable amount of time any such failure on future manufacturing runs after Fame House’s receipt of written notice of such failure.

16.2.3 Fame House will make available to Client for Client’s written approval, any Designs created by Fame House that Fame House proposes to embody on Merchandise. Client agrees to use Client’s best reasonable efforts to promptly approve a sufficient number of Designs to enable Fame House to meet its requirements hereunder. Notwithstanding the foregoing, any Designs furnished by Client to Fame House shall be deemed approved by Client for use on Merchandise by Fame House.

16.2.4 Client shall provide Fame House access to Client’s related accounts (e.g., logins, passwords, API and business information); provide all materials necessary to Fame House, including, but not limited to, Client Marks, for Fame House to create Designs (as defined below); and provide all Merchandise not being manufactured by Fame House (or one of its directed Third Party Manufacturers) that will be sold via Client’s e-commerce store to Fame House at least fifteen (15) business days prior to its planned sale date.

16.3 Ceased Production.

Fame House shall be entitled to refrain from or cease production of any particular line, style, or Designs of Merchandise, at any time, for any reason, in Fame House’s sole discretion, provided that Fame House notifies Client in writing of the reason Fame House has taken such action.

17 MONIES PAYABLE TO CLIENT, EXPENSES & PAYMENTS TO CLIENT

  1. 1 Monies Payable to Client, Expenses and Payments to Client for the E-Commerce & Merchandise Production Services shall be defined in the applicable Scope(s) of Work, in conjunction with any applicable Expenses definitions in these Fame House T&Cs.

17.2 International Stores.

In addition to any other Expenses, the following Expenses will apply to Client’s international stores, as applicable: (i) an additional E-Commerce Fee of 3.5% of the Gross Sales (as defined in the applicable Scope of Work) and (ii) a minimum monthly storage charge of £25 per month per palette.

18 ACCOUNTING AND AUDIT

18.1 Accounting.

Fame House will render quarterly statements to Client for Monies Payable to Client hereunder, together with payment of monies, if any, earned by Client hereunder during the accounting period for which the statement is rendered, less all Expenses and other fees, costs, or monies due to Fame House for other Fame House Services. Fame House shall have the right to retain, as a reserve against charges, credits, or returns, such portion of Monies Payable to Client as shall be reasonable in Fame House’s business judgment. For the avoidance of doubt, such reserve shall include (but not be limited to) Merchandise sample costs, Merchandise Production costs, advertising costs, royalties or costs applicable to the sale of digital music downloads or streaming access, Shipping Expenses (as defined below), and other applicable costs. All payments herein are contingent upon Fame House’s receipt of a properly completed W-9 and/or W-8BEN tax form, as applicable.

18.2 Audit.

Client shall, at Client’s own expense, have the right to appoint a certified public accountant, on Client’s behalf, but not more than once per year, to examine Fame House’s books and records as the same pertain to Monies Payable to Client hereunder, under an appropriate letter of confidentiality that prohibits disclosure of any information derived from such examination to any person other than Client. The examination shall take place solely at Fame House’s place of business where the applicable books and records are maintained, during normal business hours, and upon reasonable prior written notice. Any such examination may be made for a particular statement only once, and only within two (2) years after the date upon which the applicable accounting statement is rendered to Client. Client’s representative will not be entitled to examine any manufacturing records or any other records that do not specifically report sales or other distributions of Merchandise on which monies are payable to Client hereunder. If Client has any objections to an accounting statement, Client shall give Fame House specific written notice of that objection and Client’s reasons for its objection within two (2) years following the date on which the applicable accounting statement was rendered to Client. Each accounting statement will become conclusively binding on Client at the end of that two (2) year period, and Client will no longer have any right to make any other objections to such accounting statement. Client will not have the right to bring a claim against Fame House in connection with any Monies Payable to Client accounting, or to bring a claim against Fame House for Monies Payable to Client on Merchandise sold during the period that a particular accounting statement covers, unless Client commences the claim within one (1) year after the expiration of such two (2) year period.

19 TITLE AND RISK OF LOSS; LIMITATIONS OF LIABILITY; DAMAGES

19.1 Title.

19.1.1 Client’s E-Commerce Store. Client shall own all right, title and interest in and to all Client-specific domain names, including the Client’s e-commerce store. If Fame House incurs any costs with respect to creating, hosting, administering, and/or maintaining an e-commerce store for Client, such costs shall be invoiced to Client as an Expense, and may be bound by a subsequent or separate agreement between the Parties. Such additional costs, unless otherwise explicitly notified to the Client in writing, shall not include any employee salaries or overhead attributed to running Client’s e-commerce store, or any applicable sales taxes on Merchandise that Fame House sells directly to consumers.

19.1.2 Merchandise. Client shall retain all right, title and interest to Merchandise while said Merchandise is under Fame House’s care, custody and/or control.

19.2 Fraudulent Orders, Returns and Chargebacks.

Fame House reserves the right to reduce Monies Payable to Client by any amounts that are the sum of returns, fraudulent orders and/or Chargebacks to Fame House by customers of Client (and/or designees of customers of Client). For the purposes of this agreement, a “Chargeback” is defined as a demand by a credit-card provider for Fame House to make good the loss on a fraudulent or disputed transaction. Client understands and agrees that in addition to the reduction in Monies Payable to Client for Chargebacks, fraudulent orders may result in the loss of stock and inventory for the items ordered and shipped due to the fraudulent orders and Lost Packages (as defined below), and that Fame House shall not be liable for any such loss and/or liabilities arising from fraudulent orders.

19.3 Liability for Loss or Damage of Goods while under Fame House’s Care, Custody and/or Control.

19.3.1 Client shall retain risk of loss for Merchandise while under Fame House’s care, custody and/or control; provided however that Fame House shall be liable to Client for one hundred percent (100%) of Client’s Replacement Cost (as defined below) for any Merchandise lost, damaged or destroyed while in Fame House’s physical possession, to the extent caused by the negligence, gross negligence or willful misconduct of Fame House, its employees or agents; provided, however, that Fame House’s liability shall be subject to the following limitations:

(i) Fame House’s liability shall be limited to one million dollars ($1,000,000) per year; and

(ii) In no event will Fame House’s liability for any loss, damage or destruction of Merchandise in excess of the one million dollars ($1,000,000) per year cap as set forth above, be carried over to any subsequent year for the purpose of increasing the allowed recovery or otherwise avoiding the application of the per year cap on liability; and

(iii) Client waives and releases, for itself and its insurers, any and all rights of recovery, claim, action or cause of action, against Fame House, for loss of or damage to the Merchandise in excess of the above liability cap, and agrees to waive any rights of subrogation against Fame House for such loss or damage. Client’s failure to secure an appropriate clause in or an endorsement to its respective insurance coverage which waives the right of subrogation provided above, shall not in any manner affect the intended waiver and release; however if any insurance company of Client seeks subrogation against Fame House because of the absence of such waiver of subrogation in the insurance coverage, than Client will defend, indemnify and hold Fame House and its agents, contractors, officers and employees harmless from any such subrogation or other claim.

19.3.2 For the purposes of these Fame House T&Cs, “Replacement Cost” shall mean the hard cost of manufacturing the Merchandise.

19.3.3 For purposes of determining the “year” referenced in Section 19.3.1, the year shall be the same twelve (12) month period as Fame House’s legal liability insurance policy period.

19.3.4 Client understands that packages and items can be lost or damaged in the mail during transit (“Lost Packages”). Fame House shall not be liable for such losses. While Fame House will use its best efforts to track down or claim inventory value for Lost Packages with the applicable carries, Fame House will not replace any inventory loss as a result of Lost Packages.

19.4 Claims Process for Lost, Stolen and Damaged Goods.

19.4.1 In the event either Party learns of any loss, theft or damage to Merchandise in Fame House’s care, custody and/or control, but not including Lost Packages (a “Loss”), such Party will notify the other Party within twenty four (24) hours.

19.4.2 Fame House will investigate the cause and extent of the Loss and will notify Client in writing of its conclusions within five (5) business days after learning of the Loss (a “Loss Report”). The Loss Report will include a statement of the quantity and type (by SKU number) of Merchandise subject to the Loss, and whether Fame House believes it bears financial liability for the Loss pursuant to Section 19.3 above (Liability for Loss or Damage of Goods while under Fame House’s Care, Custody and/or Control).

19.4.3 If the Loss Report indicates that Fame House has financial liability, or if Client otherwise believes that Fame House has financial liability, Client shall provide a written notice to Fame House stating the Replacement Cost of the Merchandise subject to the Loss, together with reasonable documentation supporting such valuation (a “Valuation Report”).

19.4.4 Fame House will pay all undisputed amounts to Client promptly and in keeping with good industry practice for insurance claims in the e-commerce industry.

19.4.5 Except as otherwise provided in these Fame House T&Cs, Fame House shall not be liable to Client for any losses, damages or costs arising from loss, damage or destruction of Merchandise that Client may incur as a result of Fame House’s non-performance of or failure to perform the Fame House Services.

19.5 Damages.

UNDER NO CIRCUMSTANCES SHALL ANY PARTY (INCLUDING THIRD PARTY BENEFICIARIES) BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE, REGARDLESS OF WHETHER SUCH LOSS WAS REASONABLY FORESEEABLE OR THE PARTY WAS ACTUALLY TOLD OF THE POSSIBILITY OF SUCH LOSS.

20 PRODUCTION, UNSOLD STOCK, SHIPPING, STORAGE & RECEIVING

20.1 Production of Goods.

20.1.1 Third Party Manufacturers. It is understood that Fame House may use third party merchandise manufacturers, wholesale manufacturers and other third party vendors to complete the E-Commerce & Merchandise Production Services (“Third Party Manufacturers”). In such event, Fame House reserves the right to charge Client for all costs (including cost of goods, Expenses and any additional fee to Fame House as detailed in a Scope of Work, Authorization or as otherwise approved by the Client) of manufacturing the Merchandise. Fame House shall pay Third Party Manufacturers directly for any production of Merchandise where Fame House is active in assisting the Third Party Manufacturers with sourcing, designing, and/or producing such Merchandise.

20.1.2 Deposit. Neither Fame House nor its selected Third Party Manufacturer(s) shall be required to move forward with production of Merchandise without the receipt of a deposit on the payment for Merchandise due from Client (deposit amount to be mutually agreed upon by the Parties).

20.1.3 Defects. In the event of a material, large-scale production defect that affects more than 15% of a production run (a “Mass-Production Defect”), the Third Party Manufacturer(s) of the Merchandise shall be directly liable to Client. For the avoidance of doubt, Fame House shall bear no liability as it pertains to Mass-Production Defects of the Merchandise while under a Third Party Manufacturer’s care, custody and/or control. Fame House will use its best efforts to assist Client with obtaining any necessary information about the Third Party Manufacturer, as needed, to assist Client in alleviating such Third Party Manufacturer Mass-Production Defect(s), but will not be liable to Client for any such Third Party Manufacturer Mass-Production Defect(s).

20.2 Unsold Stock.

Fame House shall not be liable for any unsold stock. It is Client’s obligation to ensure that manufacturing orders of Merchandise are reflective of the current market demand of such Merchandise.

20.3 Shipping.

20.3.1 Fame House shall ship Merchandise to customers through Fame House’s selected carrier(s). Fame House shall use its best practices in packaging and shipping such Merchandise.

20.3.2 Shipping to customers. For the avoidance of the doubt, and unless otherwise agreed by the Parties, the end-user customer shall pay for all (i) shipping rates, (ii) packaging and (iii) handling fees relating to Merchandise he/she purchases (“Merchandise Shipping Fees”).  On certain e-commerce platforms however, Merchandise Shipping Fees may be paid by customer to Client.  In such case, Fame House shall invoice Client for Merchandise Shipping Fees.

20.3.3 Shipping Rate Determination: Shipping rates charged by Fame House are subject to the current shipping rates charged by USPS, UPS and FedEx, and the applicable warehouse being utilized for Client and shipping rates are subject to change without notice.  At times, Fame House may offer discounted shipping rates based on bulk or reduced pricing Fame House receives from its Third Party Manufacturers. Packaging fees are determined by the Merchandise item type. Handling fees are determined by the Merchandise item type, warehouse, and quantity purchased.

20.3.4 Shipping Promotions. If requested by Client and upon mutual approval by the Parties, Fame House may implement shipping promotions.  During these promotions, Client shall be responsible for any shipping costs and losses. Fame House shall provide best efforts to estimate such costs or losses prior to running such promotions.

20.3.5 Shipping Requests. If Client requests any comp, freight, or other shipping request to send goods from a Third Party Manufacturer or warehouse directly to Client or an affiliate, employee, agent, representative, or partner of Client, Fame House shall bill Client for the cost of shipping, or freight plus fifteen percent (15%) of such cost.

20.4  Receiving Merchandise from Client.

In the event Client sends Merchandise to Fame House, or arranges for a manufacturer to send Merchandise to Fame House, for Fame House to sell, Client shall ensure that each package of said Merchandise includes a packing slip detailing the quantity and item specifications of the sent Merchandise.

20.5 Merchandise Inventory Upon Termination

Promptly following the expiration of the Term, Client shall purchase all of Fame House’s inventory of Merchandise, at Fame House’s actual manufacturing cost of the Merchandise plus fifteen percent (15%) of said manufacturing cost, provided that said manufacturing cost was not billed to and paid by Client prior to expiration of the Term. In addition, Fame House shall bill Client for any and all applicable transfer, freight and shipping costs as a result of expiration or early termination of these Fame House T&Cs.

20.6  Storage & Receiving:

Client shall incur the following storage Expenses (all figures in $USD):

20.6.1 Storage fee in the amount of fifty dollars ($50) per month per palette for (i) inactive product and/or (ii) product that sells less than five (5) units per month;

20.6.2 If t-shirts, sweatshirts, or other Merchandise are delivered unfolded from a manufacturer sourced by Client, a folding fee in the amount of ten cents ($0.10) per Merchandise item;

20.6.3 Bagging fee in the amount of ten cents ($0.10) cents per Merchandise item;

20.6.4 In the event that Merchandise items delivered by Client to Fame House, to be sold by Fame House as a pre-order, are not delivered to Fame House fifteen (15) days prior to the pre-order ship date, a fee in the amount of seven percent (7%) of the Gross Sales (as defined in the applicable Scope of Work) of the pre-order;

20.6.5 In the event that Merchandise shipped to Fame House by Client does not include a packing slip, a fee in the amount of ten dollars ($10) per box that is shipped to Fame House without a packing slip; and

20.6.6 In the event that Fame House receives fraudulent orders, a fee in the amount of five dollars ($5) per fraudulent order.